Common use of Certificate of Incorporation and Bylaws of the Surviving Corporation Clause in Contracts

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time until duly amended in accordance with applicable laws.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective TimeTime and without any further action on the part of the Company and Merger Sub, the Certificate of Incorporation and the Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and the Bylaws of the Surviving Corporation until duly thereafter amended in accordance with applicable lawsas provided therein and under the DGCL.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective TimeTime and without further action on the part of the Parties, (i) the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of Merger Sub immediately prior to the Effective Time until thereafter amended as provided by the DGCL and (ii) the Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, Bylaws of Merger Sub as in effect immediately prior to the Effective Time until duly thereafter amended in accordance with applicable lawsas provided by the DGCL.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective TimeTime and without further action on the part of the Parties, the Certificate of Incorporation and Bylaws of the Surviving Corporation Company shall be amended in their entirety to be identical to contain only the provisions set forth in the Certificate of Incorporation and Bylaws, respectively, Bylaws of Merger Sub as in effect immediately prior to the Effective Time until duly amended in accordance with applicable lawsMerger, except for the name of the Surviving Corporation.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the The Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the certificate of incorporation and bylaws of the Surviving Corporation until duly thereafter amended in accordance with as provided therein or by applicable lawsLaw (and subject to Section 6.6 hereof).

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective TimeTime and without further action on the part of the Parties, the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation until duly amended in accordance with applicable lawsthe respective terms thereof.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the Certificate of Incorporation and the Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as Company in effect immediately prior to the Effective Time shall continue to be the certificate of incorporation and the bylaws of the Surviving Corporation, until duly amended thereafter amended, subject to Section 6.5, in accordance with their respective terms and applicable lawsLaw.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and BylawsMerger Sub, respectively, of Merger Sub as in effect immediately prior to the Effective Time Time, shall be the certificate of incorporation and bylaws of the Surviving Corporation until duly thereafter amended in accordance with as provided by applicable lawsLaw.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the Certificate of Incorporation of the Surviving Corporation until duly amended in accordance with applicable lawsLaw and the Surviving Corporation’s Certificate of Incorporation and Bylaws. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation, until duly amended in accordance with applicable Law and the Surviving Corporation’s Certificate of Incorporation and Bylaws.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until duly thereafter amended as provided by law and such Certificate of Incorporation, and (ii) the Bylaws of the Company as in accordance with applicable lawseffect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) At the Effective Time, the Certificate certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, incorporation of Merger Sub Sub, as in effect immediately prior to the Effective Time Time, shall be the certificate of incorporation of the Surviving Corporation until duly thereafter amended in accordance with the provisions thereof and applicable lawsLaw. (b) At the Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective TimeTime and without further action on the part of the Parties, the Certificate of Incorporation and Bylaws of the Surviving Corporation Company shall be amended in their entirety to be identical to contain only the Certificate provisions set forth in the Articles of Incorporation and Bylaws, respectively, Bylaws of Merger Sub as in effect immediately prior to the Effective Time until duly amended in accordance with applicable lawsMerger, except for the name of the Surviving Corporation.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the The Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub Company as in effect immediately prior to the Effective Time and as amended by the New York Certificate of Merger shall be the Certificate of Incorporation of the Surviving Corporation until duly thereafter changed or amended as provided therein or in accordance with applicable lawsLaw. The Bylaws of the Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or in accordance with applicable law.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as Buyer in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation, in each case until duly amended in accordance with applicable lawslaw.

Certificate of Incorporation and Bylaws of the Surviving Corporation. (a) At the Effective Time, the Restated Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub Company as in effect immediately prior to the Effective Time until duly amended Time, shall be the Certificate of Incorporation of the Surviving Corporation. (b) At the Effective Time, the Bylaws of the Company as in accordance with applicable lawseffect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Company Merger Effective Time, the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and BylawsCompany, respectively, of Merger Sub as in effect immediately prior to the Company Merger Effective Time Time, shall be the certificate of incorporation and bylaws of the Surviving Corporation, until duly thereafter changed or amended in accordance with as provided therein or by applicable lawslaw.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (a) the Certificate of Incorporation of the Merger Sub immediately prior to the Closing shall become the Certificate of Incorporation of the Surviving Corporation, and, until amended as provided therein and under the DGCL, it shall be the Certificate of Incorporation of the Surviving Corporation, and (b) the Bylaws of the Merger Sub immediately prior to the Closing shall become the Bylaws of the Surviving Corporation shall be until amended to be identical to as provided therein and under the DGCL and the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time until duly amended in accordance with applicable lawsSurviving Corporation.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At The Certificate of Incorporation of the Company in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to after the Certificate Effective Time until thereafter amended. The Bylaws of Incorporation and Bylaws, respectively, of Merger Sub the Company as in effect immediately prior to the Effective Time Time, shall be the Bylaws of the Surviving Corporation until duly thereafter amended in accordance with applicable lawsLaw, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective Time, and until changed or amended as provided by law, the Certificate of Incorporation of the Company and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time until duly amended in accordance with applicable lawsshall be the Certificate of Incorporation and Bylaws, respectively, of the Surviving Corporation.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, by virtue of the Certificate Merger and without any action on the part of Incorporation Merger Sub or the Company, the certificate of incorporation and Bylaws bylaws of the Surviving Corporation shall be amended to be identical to and restated in their entirety in the Certificate form of Incorporation the certificate of incorporation and Bylawsbylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time Time, and as amended shall be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation until duly thereafter amended in accordance with applicable lawsas provided therein and under the DGCL.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At As of the Effective Time, the Certificate certificate of Incorporation incorporation and Bylaws the bylaws of Merger Sub shall become the certificate of incorporation and bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time until duly thereafter supplemented or amended in accordance with applicable lawstheir terms and the DGCL.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At The Certificate of Incorporation and Bylaws of the Acquisition Corporation as in effect immediately prior to the Effective Time, Time of the Merger shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be until thereafter amended to be identical to the Certificate of Incorporation as provided therein and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time until duly amended in accordance with by applicable lawslaw.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective TimeTime and without further action on the part of the Parties, the Certificate of Incorporation and Bylaws of the Merger Sub immediately prior to the Effective Time shall remain as the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time until duly amended in accordance with applicable lawsthe respective terms thereof.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and BylawsMerger Sub, respectively, of Merger Sub as in effect immediately prior to the Effective Time until duly Time, shall become the Certificate of Incorporation and Bylaws of the Surviving Corporation, except for the name of the Surviving Corporation in such Certificate of Incorporation and Bylaws shall be amended in accordance with applicable lawsto be “Calidi Biotherapeutics, Inc.”.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective TimeTime and without further action on the part of the Parties, the Certificate of Incorporation and Bylaws of the Company immediately prior to the Effective Time shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time until duly amended in accordance with applicable lawsthe respective terms thereof.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective TimeTime and without further action on the part of the Parties, the Certificate of Incorporation and Bylaws of the Surviving Corporation Company shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, Bylaws of Merger Sub as in effect immediately prior to the Effective Time until duly amended in accordance with applicable lawsSurviving Corporation.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time will become the Certificate of Incorporation of the Surviving Corporation after the Effective Time, until duly thereafter amended as provided by the DGCL and such Certificate of Incorporation. (b) The Bylaws of Merger Sub as in accordance with applicable lawseffect immediately prior to the Effective Time will become the Bylaws of the Surviving Corporation after the Effective Time, until thereafter amended as provided by the DGCL, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, the Certificate certificate of Incorporation and Bylaws incorporation of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub Company as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation until thereafter duly amended in accordance with such certificate of incorporation and applicable lawsLaw.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, (i) the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until duly thereafter amended as provided by law and such Certificate of Incorporation, and (ii) the Bylaws of the Company as in accordance with applicable lawseffect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation or such Bylaws.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective Time, by virtue of the Certificate Merger and without any action on the part of Incorporation Merger Sub or the Company, the certificate of incorporation and Bylaws the bylaws of the Surviving Corporation shall be amended to be identical to the Certificate certificate of Incorporation incorporation and Bylawsthe bylaws of the Merger Sub, respectively, of Merger Sub as in effect immediately prior to the Effective Time Time, until duly amended in accordance with as provided therein or by applicable laws.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At From and after the Effective TimeTime and without further action on the part of the Parties, the Certificate of Incorporation and Bylaws of Parent immediately prior to the Effective Time shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time until duly amended in accordance with applicable lawsthe respective terms thereof.

Certificate of Incorporation and Bylaws of the Surviving Corporation. At the Effective TimeTime and without further action on the part of the parties hereto, (i) the Certificate of Incorporation and Bylaws of the Surviving Corporation shall be amended to be identical to the Certificate of Incorporation and Bylaws, respectively, of Merger Sub as in effect immediately prior to the Effective Time until duly amended in accordance with applicable lawswill be the Certificate of Incorporation of the Surviving Corporation, and (ii) the Bylaws of Merger Sub immediately prior to the Effective Time will be the Bylaws of the Surviving Corporation.